Gengos Andrew 4
4 · Terns Pharmaceuticals, Inc. · Filed May 5, 2026
Research Summary
AI-generated summary of this filing
Terns (TERN) CFO Andrew Gengos Sells Shares in Merger
What Happened
Andrew Gengos, Chief Financial Officer of Terns Pharmaceuticals (TERN), reported multiple dispositions on May 5, 2026 related to the Merck merger. He disposed of 40,503 shares in a change-of-control transaction and 68,750 shares to the issuer, both at the $53.00 per-share merger consideration (total cash reported = $2,146,659 and $3,643,750, respectively; combined ≈ $5,790,409). In addition, 750,000 and 137,500 derivative awards/shares were disposed (no per-share price listed) because outstanding RSUs and certain in-the-money options were cancelled/converted to cash under the merger agreement.
Key Details
- Transaction date: May 5, 2026. Price for common shares tendered: $53.00 per share (merger consideration).
- Reported cash proceeds from the two priced dispositions: $2,146,659 and $3,643,750 (combined ≈ $5.79M).
- Derivative disposals (750,000 and 137,500 units) show N/A price because RSUs and certain options were cancelled/converted to cash per the merger terms.
- Footnote highlights: F2 — Merck agreed to pay $53.00 per share in the tender/merger; F3 — RSUs were cancelled and converted into a cash right equal to $53 × share count; F4 — options with exercise prices below $53 were converted into cash equal to the excess of $53 over the exercise price. F1 — 7,465 shares were acquired under the ESPP since the last Form 4.
- Shares owned after the transactions: not disclosed in the provided excerpt.
- Filing timeliness: report filed May 5, 2026 (same date as transactions), indicating timely reporting.
Context
These transactions are driven by the Issuer’s Agreement and Plan of Merger with Merck, which paid $53 per share in cash and converted/cancelled equity awards into cash amounts per the merger terms. The derivative items reflect the contractual cash-outs of RSUs and in‑the‑money options rather than open-market sales or purchases.
Insider Transaction Report
- Disposition from Tender
Common Stock
[F1][F2]2026-05-05$53.00/sh−40,503$2,146,659→ 0 total - Disposition to Issuer
Common Stock
[F3]2026-05-05$53.00/sh−68,750$3,643,750→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F4][F2]2026-05-05−750,000→ 0 totalExercise: $3.73→ Common Stock (750,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4][F2]2026-05-05−137,500→ 0 totalExercise: $37.18→ Common Stock (137,500 underlying)
Footnotes (4)
- [F1]Includes 7,465 shares acquired under the Issuer's 2021 Employee Stock Purchase Plan since the reporting person's Form 4 filed on January 16, 2026.
- [F2]On March 24, 2026, Terns Pharmaceuticals, Inc. (the "Issuer") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Merck Sharp & Dohme LLC ("Merck") and Thailand Merger Sub, Inc. (the "Purchaser"), a wholly owned subsidiary of Merck. Pursuant to the Merger Agreement, the Purchaser completed a tender offer for the shares of the Issuer's common stock (the "Shares"). In exchange for each Share, tendering shareholders will receive $53.00 per Share (the "Merger Consideration"), payable in cash, net to the seller, and without interest, subject to any applicable withholding taxes, as described more fully in the Schedule 14D-9 filed by the Issuer on April 7, 2026.
- [F3]Pursuant to the Merger Agreement, each Issuer restricted stock unit ("RSU") award then outstanding, whether or not vested, was cancelled and converted into the right to receive an amount in cash, without interest thereon and subject to applicable withholding taxes, equal to the product of the Merger Consideration and the total number of Shares subject to such RSU award as of immediately prior to the Effective Time (as defined in the Merger Agreement).
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each option to purchase the Issuer's Shares that was outstanding and unexercised immediately prior to the Effective Time, whether or not vested, with a per share exercise price that was less than the Merger Consideration was cancelled and converted into the right to receive, without interest thereon and subject to the applicable withholding taxes, the excess of the Merger Consideration over the per share exercise price.